Old Point Director Reports 302,401-Share Disposition Under Merger

Rhea-AI Filing Summary

Robert F. Shuford, a director of Old Point Financial Corp (OPOF), reported a Section 16 transaction on 09/01/2025. The Form 4 shows disposition of 302,401 shares of Old Point common stock in connection with the merger with TowneBank.

The filing notes 140,931 shares had been inadvertently omitted from prior Section 16 filings dating back to February 14, 2020. Under the Merger Agreement effective at closing, each outstanding Old Point share converted into the holder's choice of $41.00 in cash or 1.14 shares of TowneBank common stock, with fractional shares paid in cash. The filing records that following the reported disposition the reporting person holds 0 shares of Old Point. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Full disclosure of transaction: Form 4 reports the disposition and conversion mechanics tied to the merger, increasing transparency
• Correction of prior omission: Filing acknowledges 140,931 shares inadvertently omitted from Section 16 filings, improving reporting completeness
• Clear economic terms: Merger consideration explicitly stated as $41.00 cash or 1.14 TowneBank shares with fractional shares paid in cash

Negative

• Prior reporting error: 140,931 shares were omitted from Section 16 filings since February 14, 2020, indicating earlier disclosure lapses

Insights

Financial Analyst

TL;DR: Director's entire Old Point stake was converted/sold under the merger, removing insider equity exposure to OPOF.

The Form 4 documents a full disposition of 302,401 Old Point shares on the merger effective date, with holders entitled to $41.00 per share in cash or 1.14 TowneBank shares. The note that 140,931 shares were previously omitted from Section 16 filings is important for disclosure completeness but reflects historical reporting error rather than a new economic event. Using the stated market closes ($42.10 for Old Point and $36.69 for TowneBank on 08/29/2025), the cash election value and stock conversion terms can be compared by holders to decide consideration received. For investors, this filing confirms insider equity in OPOF was extinguished at closing and aligns insider holdings with the announced merger mechanics.

Corporate Governance Expert

TL;DR: Disclosure fixes a prior omission and records insider disposition tied to a corporate transaction; governance disclosure now reconciled.

The filing corrects past Section 16 omissions by acknowledging 140,931 shares not previously reported, which is a material disclosure for insider reporting history. The reported disposition of 302,401 shares and resulting zero beneficial ownership of OPOF shares is consistent with the merger conversion described in the Merger Agreement. The signature by an attorney-in-fact is properly noted. From a governance perspective, the Form 4 makes the insider's post-merger position transparent and remedies prior reporting gaps, improving the company’s Section 16 record.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SHUFORD ROBERT F

(Last) (First) (Middle)

C/O OLD POINT FINANCIAL CORP.

PO BOX 3392

(Street)

HAMPTON VA 23663

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD POINT FINANCIAL CORP [ OPOF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2025		D		302,401(1)	D	(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 140,931 shares that were inadvertently not included in the Reporting Person's Section 16 filings since February 14, 2020.

2. Pursuant to the Agreement and Plan of Merger, dated as of April 2, 2025, by and among TowneBank, a Virginia banking corporation ("TowneBank"), Old Point Financial Corporation, a Virginia corporation ("Old Point"), and The Old Point National Bank of Phoebus, a nationally chartered banking association and wholly owned subsidiary of Old Point (together with the related plan of merger, the "Merger Agreement"), at the Effective Time of the Merger (as defined in the Merger Agreement), each restricted share of Old Point common stock fully vested, and each outstanding share of Old Point common stock (including the vested restricted shares but excluding certain shares held by Old Point) converted into the right to receive, at the election of the holder, $41.00 per share in cash or 1.14 shares of TowneBank common stock, subject to the allocation and proration procedures set forth in the Merger Agreement.

3. On August 29, 2025, the last trading day before the Effective Time of the Merger, the closing price of Old Point's common stock was $42.10 per share and the closing price of TowneBank's common stock was $36.69 per share. All fractional share holdings were paid in cash.

	/s/ Cathy Liles, Attorney-in-Fact	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transaction did OPOF director Robert F. Shuford report on Form 4?

The Form 4 reports a disposition of 302,401 shares of Old Point common stock on 09/01/2025 in connection with the merger with TowneBank.

What merger consideration was available to Old Point shareholders?

Under the Merger Agreement each Old Point share converted into the holder's election of $41.00 in cash or 1.14 shares of TowneBank common stock; fractional shares were paid in cash.

Did the Form 4 correct any prior reporting mistakes?

Yes. The filing states that 140,931 shares were inadvertently not included in the reporting person's Section 16 filings dating back to February 14, 2020.

What was the reporting person's beneficial ownership after the transaction?

The filing shows the reporting person beneficially owned 0 shares of Old Point following the reported transaction.

Who signed the Form 4 and when?

The Form 4 was signed by Cathy Liles, Attorney-in-Fact on 09/03/2025.